NaaS Technology Inc.

On June 29, 2026, NaaS Technology Inc. (the “Company”) entered into a non-binding term sheet (the “Term Sheet”) with Newlinks Technology Limited (the “Parent”), the Company’s controlling shareholder, and its affiliates, Newlink Digital Energy Holding Limited (the “Seller”) and China Newlink Holding Limited (the “Target”), in relation to the proposed acquisition by the Company of 100% of the issued and outstanding shares of the Target from the Seller (the “Acquisition”). As conditions to the closing of the Acquisition, the Target will establish a subsidiary to enter into VIE control agreements with variable interest entities and hold a proprietary electric-vehicle and energy data corpus. As the Seller is indirectly controlled by the Parent, the Acquisition constitutes a related-party transaction under applicable Nasdaq rules.

The aggregate purchase price for the Acquisition is US$15,000,000, which will be satisfied entirely through the issuance to the Seller of newly issued Class A ordinary shares, par value US$0.000001 per share, of the Company corresponding to 5,000,000 American Depositary Shares of the Company (the “ADSs”) based on the current 1:3,200 ADS-to-Class A ordinary share ratio, subject to equitable adjustment in the event of any share split, reverse share split, share dividend, consolidation, recapitalization, change in ADS-to-ordinary-share ratio, or similar event occurring between the date of the Term Sheet and the closing of the Acquisition. The number of ADSs was calculated based on a deemed price of US$3.0 per ADS, with reference to the volume-weighted average price of the Company’s ADSs on Nasdaq for the 30 trading days preceding the date of the Term Sheet.

The consummation of the Acquisition is subject to the entry of the definitive agreement and the satisfaction or waiver of several conditions precedent, including, but not limited to: (i) the satisfactory completion of the Company’s business, financial, and legal due diligence; (ii) the review and approval of the Acquisition by the Audit Committee of the Company’s board of directors, based on a determination of fairness to the Company and its disinterested shareholders, supported by a third-party valuation report and/or fairness opinion from a qualified independent financial advisor; (iii) the absence of any material adverse change with respect to the Target group; and (iv) the receipt of all requisite governmental, regulatory, and third-party approvals.

The Seller and the Target has agreed to an exclusivity undertaking running from the date of the Term Sheet until August 30, 2026, or such longer period as the parties may agree in writing. During this period, they may not solicit, negotiate, or enter into any competing third-party acquisition, share non-public information for such a purpose, grant negotiation rights to others, or otherwise frustrate the proposed Acquisition, and the Seller must promptly notify the Purchaser of any competing approach.

The Term Sheet is non-binding, with the exception of certain provisions relating to due diligence, costs, exclusivity, confidentiality, governing law, termination and signing. The parties intend to negotiate and enter into definitive agreements to effectuate the Acquisition. There can be no assurance that the parties will enter into definitive agreements or that the proposed Acquisition will be consummated on the terms described, or at all.